This section contains the nature of the case and procedural background.

D owned waterfront property. Railroad tracks were situated on the property, but the property was, and remains, unimproved. D had acquired this property in 1982 from the Consolidated Rail Corporation (Conrail). he property was subject to an order of the Special Court under the Regional Rail Reorganization Act of 1973, 45 U.S.C. §§ 719(b) and 745(d). On December 12, 1985, D entered into a purchase and sale agreement with Promet for the sale of the subject property at the price of $ 100,000. The tracks were still suitable for rail use, but the property was not being used for rail purposes or any other uses at the time of the transaction. The terms of the purchase and sale agreement expressly made the agreement 'subject to a 30-day option P to purchase the premises,' as required by G.L. 1956 § 39-6.1-9. On December 12, 1985, D wrote to P notifying it of its option to purchase the property and the terms and conditions. On January 7, 1986, D accepted the offer in writing. In its letter to D, P wrote, 'Of course, you understand that certain wording in the Real Estate Sales Agreement relating to 'buyer' and obligations concerning the removal of track would be inappropriate to the purpose of the State's purchase.' The closing between D and Promet had been originally scheduled for January 17, 1986, but the parties rescheduled several times, finally agreeing to April 14, 1986, at 10 a.m. The reason for rescheduling the closing date was to allow the state and Promet's engineers to determine whether the property could accommodate Promet's development plans while preserving the state's rail options. Such a plan proved to be impossible. On April 11, 1986, P filed a complaint claiming that D was refusing to convey title to the property to the state but was going to 'convey title to said land to the Promet Corporation on Monday, April 14, 1986, at 8:30 A.M. in derogation of the State's statutory rights.' Some minutes before 10 a.m. on April 14, 1986, an agent of P appeared on behalf of the state at D's office and tendered a check for $100,000. D had already delivered the deed to the property to Promet earlier that morning. P amended its complaint naming both D and Promet as defendants, praying that the deed to Promet be declared null and void. A trial was held before a justice of the Superior Court on November 15, 1991, and January 30, 1992. The court found that the property in question is 'rail property' within the meaning of § 39-6.1-9, that it was dedicated for railroad use, and that it was available for rail purposes. It held that P had validly accepted D's offer within the thirty-day period and that the state was not required to tender payment at that time. P had a 'reasonable time' in which to pay for the property, and that reasonable time coincided with the various closing dates scheduled by D and Promet. The court declared the deed from D null and void and ordered that the property be transferred to the state. It ordered D to repay Promet the purchase price of $ 100,000 plus interest and to reimburse Promet for real estate taxes that Promet had paid on the property, plus interest on that amount. P was required to pay D the $ 100,000 purchase price plus interest. Both parties appealed.

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